MEDEO SOLUTION USER AGREEMENT

LAST UPDATED: 14 November 2018

PLEASE CAREFULLY READ THE FOLLOWING TERMS. BY CLICKING ON “I AGREE”, YOU INDICATE THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE MEDEO SOLUTION USER PRIVACY POLICY (HTTPS://CA.MEDEOHEALTH.COM/TERMS/PRIVACY) AND HEREBY ENTER INTO A LEGALLY BINDING AGREEMENT WITH QHR. IF YOU DO NOT AGREE WITH THESE TERMS DO NOT CLICK ON “I AGREE” BELOW.

MEDEO SOLUTION USER AGREEMENT

This agreement is made between QHR Technologies Inc. (“QHR”), and you (“You”, “Your” and other similar words). Your access to and use of the Software and QHR Solution is governed solely by the terms of this Agreement which supersedes and replaces the terms of any other prior agreement, writing or understanding between You and QHR. “You” includes all your heirs, trustees, administrators and other legal representatives.

QHR carries on the business of providing the proprietary software to connect Users and Providers in order to conduct, online communications including but not limited to video conferencing, messaging, file sharing, chat and scheduling primarily for, but not limited to, the purposes of delivering non-urgent care and support, (“Medeo Solution”). IF YOU HAVE A MEDICAL EMERGENCY, PLEASE SEEK MEDICAL ATTENTION IMMEDIATELY BY PHONING YOUR EMERGENCY MEDICAL SYSTEM (9-1-1 IN MANY JURISDICTIONS) AND/OR BY GOING TO A HOSPITAL.

QHR reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Software and the Medeo Solution at any time, effective upon posting of an updated version of this Agreement. You will be notified of any material changes to this Agreement. Your continued use of the Medeo Solution following notice of such change means that you agree to and accept the Agreement as amended. If you do not agree to any modification of this Agreement, you must immediately stop using the Software and the Medeo Solution and notify us that you are terminating this Agreement.

BY YOU USING THE SOFTWARE, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (WHICH ALSO INCLUDES THE MEDEO SOLUTION USER PRIVACY POLICY (HTTPS://CA.MEDEOHEALTH.COM/TERMS/PRIVACY).

2. “Anonymized Data” means is data derived from Personal Information where any information that identifies an individual or for which it is reasonably foreseeable in the circumstances that it could be utilized, either alone or with other information, to identify the individual, has been removed.

3. “Applicable Laws” means all laws, regulations and codes applicable to the receipt of Services by You.

4. “Assigned Organization” means any organization that licenses the Software for the purposes of Providers to provide services to Users, and in this case, to You.

5. “Confidential Information” means all information regarding QHR’s business, including, without limitation, the Software, the Medeo Solution, any software and other confidential or proprietary information, disclosed under this Agreement.

8. “Personal Information” means information about an identifiable individual, including You, that is collected, used and disclosed in the course of delivering the Medeo Solution, and includes personal health information.

9. “Provider” means the provider of Services that You engage through the Software.

12. “Software” means the on-line software used to provide the Medeo Solution and delivered by QHR to You, as made available by QHR from time-to-time.

13. “User” means any user of the Software, including You.

14. “User System” means the technology, including hardware and software used by You to receive or access the Software.

15. “Your Data” means any data or information submitted by You , and includes, without limitation, Personal Information.

2. Software

1. License to the Software. Subject to You complying with each term of this Agreement, QHR hereby grants to You a limited, revocable, personal, non-sub-licensable, non-transferable, non-exclusive right to access and use the Software to access the Medeo Solution in accordance with this Agreement solely for personal reasons and not for resale or to provide services to third parties.

2. No Sharing. Other than caregivers properly authorized by You, Your access to the Software cannot be shared with anyone. You will maintain a single user account represented by Your Email Address on the Medeo Solution. You will only use the Software and access the Medeo Solution under this single identity and will not share Your password with any other person or permit another person to interact with the Software using Your account information or password, other than in the case of caregivers properly authorized by You.

3. Software. QHR shall use commercially reasonable efforts to (a) maintain the security of the Software; and (b) make the Software available in accordance with this Agreement. The Software will be unavailable from time to time for regularly scheduled and other maintenance and updates. QHR does not guarantee any uptime, speed or availability of the Software or the Medeo Solution to You and specifically denies any responsibility or liability for any loss, damages or claim arising out of, or related to, any unavailability or speed of the software (or part thereof) at any time. QHR may change, suspend or discontinue any aspect of the Medeo Solution or Software at any time without notice or liability.

4. Communication Software - Not Advice. You acknowledge and agree that QHR’s activities under this agreement are limited only to providing technology to facilitate communication between you and Provider and agree that QHR only provides the Software.

3. YOUR USE OF THE SOFTWARE

1. Access and Security Guidelines. You will use Your real name and Your own valid Email Address and create Your own password to use in association with Your Email Address for access to and use of the Software and the Medeo Solution. You are solely responsible for ensuring the security and confidentiality of Your password. You shall not share Your password with anyone at any time other than as permitted under Section 2.2. You will prevent unauthorized access to or use of the Software or the Medeo Solution and will notify QHR promptly of any such unauthorized use. You are responsible for the use of the Software and the Medeo Solution by You or any other person using Your password. The Medeo Solution offers two-factor authentication. If You elect to enable two-factor authentication, QHR will provide you with a random code that allows You to access Your account, typically sent to Your cellular mobile device via SMS. Whether or not You elect to enable two-factor authentication, it is Your responsibility to ensure that Your account password is of sufficient strength and is changed regularly to prevent unauthorized access. You shall ensure that the User System is secure and uses an up-to-date commercially available anti-virus and security software. QHR has no responsibility whatsoever for any User System. You will not use Your access to the Medeo Solution to: (a) harvest, collect, gather or assemble information or data regarding the Medeo Solution or information or data of other Users without their consent; (b) access, modify or copy any data or information of the Medeo Solution or other Users without their consent; (c) knowingly interfere with or disrupt the integrity or performance of the Medeo Solution or the data contained therein; or (d) harass or interfere with another User’s use and enjoyment of the Medeo Solution. You will, at all times, comply with all local, provincial/territorial and federal laws of Canada when using the Software and accessing the Medeo Solution. QHR makes no representations that the Software or Medeo Solution is appropriate, legal or available for use in jurisdictions other than Canada. Those who access or use the Software and Medeo Solution from other jurisdictions do so at their own volition and risk, and are responsible for compliance with all applicable law (local, domestic and international).

2. Your Data. You are solely responsible for Your Data that you provide and You will not provide, post or transmit any data, information, content or material that: (a) infringes, misappropriates or violates any intellectual property rights, publicity/privacy rights or other rights of any third party, or any law or regulation; or (b) contains any viruses or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information. QHR may take any remedial action if Your Data violates this Section 3.2; however, QHR is under no obligation to review any data, information, content or material on the Medeo Solution for accuracy or potential liability.

In accordance with its Medeo Solution User Privacy Policy and Applicable Laws and subject to QHR’s rights under this Agreement, QHR will securely store personal health information in Canada and dispose of it once it is no longer required for the purposes of this Agreement. Personal Information, such as email addresses, NOT including personal health information, may be stored outside of Canada where QHR engages service providers that are located outside of Canada for the purposes outlined in the Medeo Solution User Privacy Policy.

3. Use Restrictions. You are responsible for all activities that occur under Your account. You will not, and will not attempt to, do any of the following: (a) reverse engineer, disassemble or decompile any component of the Software or the Medeo Solution; (b) interfere in any manner with the operation of the Software or the Medeo Solution or the hardware and network used to operate the Software; (c) transfer any of your rights under this Agreement, use the Software or access the Medeo Solution for the benefit of a third party or operate a service bureau; (d) modify, copy or make derivative works based on any part of the Software or the Medeo Solution; (e) otherwise use the Software or access the Medeo Solution in any manner that exceeds the scope of use permitted under Section 2.1; (f) use the Software or access the Medeo Solution in any way that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable; (g) use the Software or access the Medeo Solution in any way that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, provincial, national or international law; (h) use the Software or access the Medeo Solution in any way that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party anywhere in the world; (i) use the Software or access the Medeo Solution in any way that discloses Personal Information about another person, unless permitted by this Agreement, or that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity; (j) use the Software or access the Medeo Solution in any way for unsolicited promotions, political campaigning, advertising or solicitations; (k) use the Software or access the Medeo Solution in any way that introduces or spreads viruses, corrupted data or other harmful, disruptive or destructive files in to the Software or programming routines intended to damage, surreptitiously intercept or expropriate any system, data or personal information; or (l) use the Software or access the Medeo Solution in any way that, in the sole judgment of QHR, is objectionable or which restricts or inhibits any other person from using or enjoying the Medeo Solution or which may expose QHR or its Users to any harm or liability of any type, or creates or imposes an inappropriate load or creates large bandwidth-consuming transactions on the Medeo Solution.

4. No Competitive Use. You may not subscribe for, use or access the Software if You are (or are engaged by) a competitor of QHR, except with QHR’s prior written consent. In addition, You may not subscribe for, use or access the Software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

5. Suspension or Cancellation of Your Use. In addition to any other right or remedy that QHR may have under this Agreement or at law, QHR may terminate or suspend (partially or completely) Your access and use of the Software without prior notice for any reason, but QHR will confirm such termination or suspension by subsequent notice to You. You are responsible for any claims, fees, fines, penalties and other liability incurred by us or others caused by your use of the Medeo Solution.

7. Examples of Services We Need Your Consent For. As examples only, the consent in Section 3.6 allows QHR on its own behalf and on behalf of Your Provider to use and disclose Your Data when providing the Services: (a) to a Provider or Assigned Organization to schedule a visit with, send a message to, share a file with, or otherwise communicate with additional Providers and to send any appropriate records to these additional Providers on your behalf; (b) to QHR, Providers or Assigned Organizations to ensure that Your clinical data is stored on electronic medical record systems in use in the applicable jurisdiction; (c) to Providers or Assigned Organizations to conduct administration of billing, such as through government operated plans or private insurers; (d) to other Providers involved in the provision of services to You , including but not limited to other Providers, clinic operators, specialists, pharmacists, lab technicians, nutritionists, physiotherapists, and occupational therapists; and (e) if the disclosure is required by law, such as reporting infectious diseases pursuant to a statutory obligation, to law enforcement agencies in certain circumstances, to comply with a subpoena or court order, or for other statutory or legal purposes.

8. Content. QHR does not represent or guarantee the truthfulness, accuracy or reliability of, and QHR takes no responsibility and assumes no liability for, any content posted, stored or uploaded by You, any user of the Medeo Solution, any Provider or any third party on, in or to the Medeo Solution, or for any loss or damage arising therefrom, nor is QHR liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity You may encounter. YOUR USE OF THE MEDEO SOLUTION IS AT YOUR OWN RISK OF BEING EXPOSED TO SUCH MATERIAL.

4. YOUR WARRANTIES AND PROMISES TO QHR

1. Your Warranties. You hereby represent and warrant to QHR now and at all times during your access and use of the Software and the Medeo Solution, and QHR is relying on Your representations and warranties in allowing You to use and access the Software and the Medeo Solution, that: (i) you are a resident of a jurisdiction in which the Software and the Medeo Solution, and your use of the Software and the Medeo Solution is not contrary to Applicable Laws; (ii) any information that You provide at any time to QHR is true, accurate, and complete; (iii) You have all necessary rights to provide any of Your Data, or any other information, data, materials or content to QHR for the purposes described in this Agreement; (iv) at all times during this Agreement, You shall not communicate with any Provider that is not in compliance with all Applicable Laws (local, domestic or foreign) and (v) You agree to hold QHR’s Confidential Information in strict confidence and not to use such Confidential Information for any purpose except as expressly permitted hereunder.

2. Security Vulnerability. In order to maintain the security of the Software, You must not disclose any security vulnerability to any person except QHR. Immediately upon discovering any issue or problem that may be pose a risk to the security or use of the Medeo Solution or to any data stored within the Software), you must notify us by contacting privacy@qhrtech.com.

5. OWNERSHIP

1. Medeo Solution and Technology. QHR exclusively owns and retains all right, title and interest in and to the Software and the Medeo Solution and all software, materials, formats, interfaces, information, text, data, graphics, images, video, logos, icons, audio, content, computer code, QHR’s Confidential Information, and QHR proprietary information and technology used by QHR or provided to You in connection with the Medeo Solution and any compilation thereof (the “Medeo Technology”). “QHR Technologies Inc.,” “Medeo,” the QHR logo, the Medeo Solution logo, and other QHR logos and product and service names are or may be trademarks of QHR (the “QHR Marks”). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use the QHR Marks, whether or not registered, in any manner. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Medeo Technology on any copy you make of the Medeo Technology. The Medeo Technology is protected by intellectual property rights under the laws of Canada and other countries, including copyright and trademark laws and are owned by or licensed to QHR. Other than as expressly licensed to You in this Agreement, no license or other rights in the Medeo Technology are granted to the You, and all such rights are hereby expressly reserved by QHR. QHR shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Software any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the Software.

2. Your Data. You retain all ownership in and to Your Data. You are solely responsible for maintaining the accuracy of the data within Your control. Medical records created by the interactions You have with your health care provider, such as but not limited to: messages, emails, attachments and appointments, may be subject to applicable laws and rules in the jurisdiction your health care provider operates in. For example, your health care provider may be required to maintain records as per the governing body of their practice. You grant to QHR, Providers and Assigned Organizations all necessary licenses in and to Your Data as necessary for QHR, Providers and Assigned Organizations to provide the Software and Services to You and as otherwise described in Sections 3.6 and 3.7.

3. Anonymous/Aggregated Data. Notwithstanding Section 5.2 or any other term of this Agreement, during the term of this Agreement and afterwards, QHR maintains sole ownership to the aggregation of any Anonymized Data from within the Software and may use Anonymized Data at the sole discretion of QHR and may transfer, convey, sell, manipulate and otherwise exploit such Anonymized Data.

6. TERM AND TERMINATION

1. Term. The term of this Agreement will commence on the date you sign up for the Software or begin to use the Medeo Solution and continues until terminated in accordance with the provisions of this Agreement.

2. Termination. You may cease using the Software at any time. QHR may cease providing You the Software (or any portion of it) at any time without notice. QHR may terminate this Agreement immediately, and at any time, if You violate your obligations under this Agreement. Upon the termination of this Agreement for any reason, (a) the license granted to QHR in respect of Your Data survives for so long as QHR is required by law to retain such information; (b) QHR will cease providing and You will cease using the Software; and (c) QHR will be entitled to retain and use Your Data in accordance with the terms of this Agreement, subject always to Applicable Laws. The rights and duties of the parties under Sections, 4, 5, 6.2, 7, 8, 9, and 10 will survive the termination or expiration of this Agreement.

If You choose to terminate your account, you may request Your account be deactivated and Your Data be removed from the system. QHR will deactivate your account; however, your health care provider may be required to maintain access to the medical records stored within the system as per College of Physician and Surgeons guidelines. Please note, as the custodian of Your medical records, only they can authorize the removal of those records from the system.

7. WARRANTY DISCLAIMER

1. Warranty Disclaimer. QHR makes no warranty concerning the Medeo Solution or Software. ACCORDINGLY, THE SOFTWARE, THE MEDEO SOLUTION AND ALL OTHER DATA OR MATERIALS PROVIDED IN CONNECTION WITH THIS AGREEMENT BY QHR AND ITS SUPPLIERS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. QHR AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. QHR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, ACCURATE, TIMELY, UNINTERRUPTED, COMPLETELY SECURE, OR VIRUS-FREE.

2. ADVICE. QHR DOES NOT PROVIDE ADVICE OF ANY KIND. QHR DOES NOT ENDORSE OR RECOMMEND ANY PROVIDER OR ASSIGNED ORGANIZATION AVAILABLE THROUGH THE MEDEO SOLUTION, OR ANY CARE, ADVICE, RECOMMENDATION OR PRODUCT RECOMMENDED BY ANY PROVIDER OR ASSIGNED ORGANIZATION. ANY AND ALL ADVICE OR CARE YOU OBTAIN (AND ANY RESULTS OR LACK OF RESULTS FROM FOLLOWING OR NOT FOLLOWING SUCH ADVICE OR CARE) FROM ANY PROVIDER OR ASSIGNED ORGANIZATION IS THE RESPONSIBILITY OF THE RESPONSIBLE PROVIDER PROVIDING ADVICE OR CARE, AND YOU. WITHOUT LIMITING THE APPLICATION OF ANY OTHER LIMITATION OR EXCLUSION OF LIABILITY UNDER THIS AGREEMENT OR AT LAW, YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT QHR HAS NO LIABILITY WHATSOEVER HOWEVER ARISING UNDER ANY THEORY OF LAW FOR ANY ADVICE, RESULT OR LACK OF RESULT FROM SUCH ADVICE OR CARE OBTAINED FROM ANY PROVIDER OR ASSIGNED ORGANIZATION.

3. THE SOFTWARE PERMITS YOU TO LINK TO OTHER WEBSITES OR RESOURCES ON THE INTERNET, AND OTHER WEBSITES OR RESOURCES MAY CONTAIN LINKS TO QHR’S WEBSITES. THESE OTHER WEBSITES ARE NOT UNDER QHR’S CONTROL. YOU ACKNOWLEDGE THAT QHR IS NOT RESPONSIBLE OR LIABLE FOR THE CONTENT, FUNCTIONS, ACCURACY, LEGALITY, APPROPRIATENESS OR ANY OTHER ASPECT OF SUCH WEBSITES OR RESOURCES. THE INCLUSION OF ANY SUCH LINK DOES NOT IMPLY ENDORSEMENT BY QHR OR ANY ASSOCIATION WITH ITS OPERATORS. YOU FURTHER ACKNOWLEDGE AND AGREE THAT QHR SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH WEBSITE OR RESOURCE.

8. INDEMNITY

1. By You. If any claim, action or demand is instituted against QHR Parties (a) arising out of or relating to your use of the Medeo Solution or Software (including, without limitation, any claims relating to any violation by you or a Provider of any law, regulation or order (local, domestic or foreign) in relation to the use of the Software or through the Medeo Solution); or (b) alleging that Your Data, or the use of Your Data pursuant to this Agreement, infringes, violates or misappropriates any intellectual property rights or other right of a third party or otherwise causes harm to a third party, You will indemnify, defend and hold harmless QHR Parties from such action at Your own expense on behalf of QHR Parties and shall pay all damages, fees, fines, costs or other amounts attributable to such claim, action or demand. You shall have no obligation under this Section for any claim or action that arises solely and directly out of a material breach of this Agreement by QHR.

2. Conditions. You may settle or compromise a claim without QHR’s prior approval of any such settlement or compromise only if (A) such settlement involves no finding or admission of any breach by QHR of any obligation to You or any third party, (B) such settlement has no effect on any defense that QHR may assert in any such claim, and (C) such settlement does not impose any condition or obligation on QHR of any kind (including, without limitation, any financial obligation). Upon Your assumption of the defense of such claim, QHR will cooperate with You in such defense, at Your expense, except to the extent that QHR has any adverse or different interest than You.

9. LIMITATION OF LIABILITY

1. QHR’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), THE SOFTWARE AND THE MEDEO SOLUTION, WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO QHR, IF ANY, BY YOU IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING YOUR FORMAL WRITTEN NOTICE OF THE CLAIM FOR LIABILITY HEREUNDER. ALL CLAIMS THAT YOU MAY HAVE AGAINST QHR WILL BE AGGREGATED TO SATISFY THIS LIMIT AND MULTIPLE CLAIMS WILL NOT ENLARGE THIS LIMIT. IN NO EVENT WILL QHR BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT (UNDER ANY LEGAL THEORY INCLUDING CLAIMS IN CONTRACT OR TORT), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, AND DAMAGES THAT RESULT FROM INCONVENIENCE, DELAY OR LOSS OF USE OF ANY INFORMATION OR DATA OR OF THE MEDEO SOLUTION OR SOFTWARE, EVEN IF QHR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. QHR DOES NOT PROVIDE ADVICE OR RECOMMENDATIONS AND DOES NOT RECOMMEND, ENDORSE OR WARRANT ANY PROVIDER OR ANY ADVICE RECEIVED OR NOT RECEIVED THROUGH USE OF THE MEDEO SOLUTION.

10. GENERAL PROVISIONS

1. Express Consent. By entering into this Agreement, You expressly consent to receiving electronic messages (emails, text messages, instant messages or any similar form of message) from QHR which messages shall provide information related to the Medeo Solution. If You install the Medeo Solution on a mobile device, You further expressly consent to the installation of software (and any updates) required to use the Medeo Solution as an application on mobile devices. You may contact QHR at the address, phone number and email located below in order to cancel Your consent to receive electronic messages and/or software updates at any time.

2. Publicity. QHR may make public announcements, including but not limited to, press releases and media announcements, of the existence of this Agreement, the Medeo Solution and the Software.

3. Assignment. You may not assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of QHR. You agree that QHR may subcontract certain aspects of the Medeo Solution to qualified third parties, provided that any such subcontracting arrangement will not relieve QHR of any of its obligations hereunder. Subject to the foregoing limitation, this Agreement shall inure to the benefit of and shall be binding on the heirs, legal representatives, successors and assignees of the parties.

4. Disputes. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the provincial and federal courts located in British Columbia, Canada and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of this Agreement or Your use of the Software and Medeo Solution. To the extent permitted by law, You agree that You will not bring a claim under this Agreement more than 12 months from when Your claim first arises.

5. Injunctions. Notwithstanding the foregoing, if you breach or threaten to breach any provision of this Agreement You acknowledge that irreparable harm will result to QHR if You breach any obligation under this Agreement and You acknowledge and agree that such a breach would not be properly compensable by an award of damages. Accordingly, You agree that QHR shall be entitled to, in addition to other available remedies and damages, injunctive relief or other equitable relief enjoining such breach at the earliest possible date.

6. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia, Canada without giving effect to conflict of laws principles. Subject to the mandatory arbitration provisions, any action or proceeding arising from or relating to this Agreement must be brought in a court sitting in British Columbia, Canada, except for applications for injunctive relief by QHR which QHR may bring in any jurisdiction. You hereby irrevocably submit to the jurisdiction and venue of such court in any such action or proceeding.

7. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, AND SUBJECT TO THE MANDATORY ARBITRATION PROVISION, YOU ACKNOWLEDGE, AGREE AND UNDERSTAND THAT, WITH RESPECT TO ANY DISPUTE WITH QHR, OR ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, ARISING OUT OF OR RELATING TO THIS AGREEMENT: YOU HEREBY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY.

8. Waiver of Class Action Rights. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE.

9. Notices. Any notice or other communication required or permitted under this Agreement and intended to have legal effect must be given in writing to the other party. You may send notices to 300 - 1620 Dickson Avenue, Kelowna, BC V1Y 9Y2, +1.855.550.5004, privacy@qhrtech.com and QHR may send any notice to You at the Email Address. Notices will be deemed to have been given upon the next full business day in the Province of British Columbia after being sent.

10. Severability and Waiver. In the event that any provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. All waivers must be in writing. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

11. Enurement. All covenants, representatives, warranties and agreements of the parties contained herein will be binding upon and will enure to the benefit of the parties and their respective successors, permitted assigns, legal representatives, heirs and trustees.

12. Questions or Additional Comments. If You have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to privacy@qhrtech.com.